Exhibit (4)(1)
UNLESS THIS SENIOR NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE BANK OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SENIOR NOTE
ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS
SENIOR NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
IF THIS SENIOR NOTE IS ISSUED WITH "ORIGINAL ISSUE DISCOUNT" FOR PURPOSES
OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE FOLLOWING
SHALL BE COMPLETED: THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR PURPOSES OF
APPLYING SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE
OF 1986, AS AMENDED, TO THIS SENIOR NOTE. THE ISSUE DATE OF THIS SENIOR NOTE IS
_____________. THE ISSUE PRICE OF THIS SENIOR NOTE IS _____% OF ITS PRINCIPAL
AMOUNT. THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SENIOR NOTE IS $_________
PER $1,000 OF THE INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____%, AND
THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT ALLOCABLE TO THE INITIAL SHORT ACCRUAL
PERIOD, IF ANY, IS $_____ PER $1,000 OF THE INITIAL PRINCIPAL AMOUNT, DETERMINED
ON THE BASIS OF THE EXACT METHOD.
No. SEN FLR-_______________ REGISTERED
CUSIP NO.: _______________
THE NORTHERN TRUST COMPANY
GLOBAL SENIOR BANK NOTE
(Floating Rate)
ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT:
_______________ ______________
INITIAL BASE RATE: ________% MATURITY DATE: ________
INTEREST RATE BASIS: ________ INDEX MATURITY: _________
SPREAD AND/OR SPREAD REGULAR RECORD DATES (If
MULTIPLIER: other than the 15th day
_______________ prior to each Interest
Payment Date):
_______________
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE:
________% ________%
INTEREST PAYMENT DATES: INTEREST PAYMENT PERIOD:
______________ _______________
INTEREST RESET DATES: INTEREST RESET PERIOD:
______________ _______________
INITIAL REDEMPTION DATE: ANNUAL REDEMPTION
______________ PERCENTAGE REDUCTION:
_______________
INITIAL REDEMPTION PERCENTAGE: HOLDER'S OPTIONAL REPAYMENT
________% DATE: _______________
ORIGINAL ISSUE DISCOUNT NOTE: OID AMOUNT:
Yes: ______ No: ______ _______________
OTHER PROVISIONS: CALCULATION AGENT:
_______________
DEFAULT RATE: _____%
ALTERNATE RATE EVENT
SPREAD:
_______________
The Northern Trust Company, an Illinois banking corporation (the "Bank"),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal amount specified on the face hereof in United States Dollars on
the Maturity Date specified above and to pay interest thereon from the Original
Issue Date specified above or from the most recent interest payment date (or, if
the Interest Reset Period specified above is daily or weekly, from, and
including, the day following the most recent Regular Record Date) to which
interest on this Senior Note (or any predecessor Senior Note) has been paid or
made available for payment (each, an "Interest Payment Date"), on the Interest
Payment Dates specified above and at maturity or upon earlier redemption or
repayment, if applicable, commencing on the
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first Interest Payment Date next succeeding the Original Issue Date (or, if the
Original Issue Date is between a Regular Record Date and the Interest Payment
Date immediately following such Regular Record Date, on the second Interest
Payment Date following the Original Issue Date), at a rate per annum equal to
the Initial Base Rate specified above, as adjusted by the addition or
subtraction of the Spread, if any, specified above and/or by the multiplication
by the Spread Multiplier, if any specified above, until the first Interest Reset
Date following the Original Issue Date and, on and after such Interest Reset
Date, at the rate determined in accordance with the provisions set forth herein,
until the principal hereof is paid or made available for payment, and (to the
extent that the payment of such interest shall be legally enforceable) at the
last rate in effect prior to any payment default (or the Default Rate per annum
specified above, if such Default Rate is specified above) on any overdue
principal and premium, if any, and on any overdue installment of interest. The
interest so payable, and punctually paid or made available for payment, on any
Interest Payment Date will be paid to the person in whose name this Senior Note
(or any predecessor Senior Note) is registered at the close of business on the
Regular Record Date for such interest, which shall be the 15th calendar day
(whether or not a Business Day (as defined below)) before such Interest Payment
Date (unless otherwise specified on the face hereof); provided, however, that
interest payable at maturity or upon earlier redemption or repayment, if
applicable, will be payable to the person to whom principal shall be payable.
Payment of principal of, and premium, if any, and interest on, this Senior
Note will be made in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts. The
Bank will at all times appoint and maintain a paying agent (the "Paying Agent")
authorized by the Bank to pay the principal of, and premium, if any, and
interest on, this Senior Note on behalf of the Bank and having an office or
agency (the "Paying Agent Office") in The City of New York or the City of
Chicago, Illinois (the "Place of Payment"), where this Senior Note may be
presented or surrendered for payment and where notices, designations or requests
in respect of payments with respect to this Senior Note may be served. The Bank
has initially appointed itself as such Paying Agent, with the Paying Agent
Office currently located at 50 South LaSalle
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Street (Level BB-A), Chicago, Illinois 60675, Attention: Securities Services.
THIS SENIOR NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED
GENERAL OBLIGATION OF THE BANK. THIS SENIOR NOTE IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, IS NOT A DEPOSIT OF, OR GUARANTEED BY, THE BANK,
AND IS SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
AMOUNT INVESTED. THIS SENIOR NOTE RANKS PARI PASSU WITH ALL OTHER UNSECURED AND
UNSUBORDINATED OBLIGATIONS OF THE BANK, EXCEPT DEPOSITS AND OTHER OBLIGATIONS
THAT ARE SUBJECT TO A PRIORITY OR PREFERENCE. UNDER APPLICABLE LAW, CLAIMS OF
CERTAIN CREDITORS, INCLUDING HOLDERS OF DEPOSITS IN THE BANK, WOULD BE ENTITLED
TO PRIORITY OVER CLAIMS OF UNSECURED GENERAL CREDITORS OF THE BANK, INCLUDING
THE HOLDER OF THIS SENIOR NOTE, IN THE EVENT OF A LIQUIDATION OR OTHER
RESOLUTION OF THE BANK.
Payment of the principal of, and premium, if any, and interest on, this
Senior Note due at maturity or upon earlier redemption or repayment, if
applicable, will be made in immediately available funds upon presentation and
surrender of this Senior Note to the Paying Agent at the Paying Agent Office in
the Place of Payment; provided that this Senior Note is presented to the Paying
Agent in time for the Paying Agent to make such payment in accordance with its
normal procedures. Payments of interest on this Senior Note (other than at
maturity or upon earlier redemption or repayment) will be made by wire transfer
to such account as has been appropriately designated to the Paying Agent by the
person entitled to such payments.
This Senior Note is one of a duly authorized issue of Senior Bank Notes due
from 30 days to fifteen years from date of issue of the Bank (herein called the
"Senior Notes").
Unless otherwise indicated on the face hereof, if the rate of interest on
this Senior Note resets daily, weekly or monthly the Interest Payment Date for
this Senior Note will be the third Wednesday of each month or the third
Wednesday of March, June, September and December of each year; if the rate of
interest on this Senior Note resets quarterly, the Interest Payment Date for
this Senior Note will be the third Wednesday of March, June, September and
December of each year; if the rate of interest on this Senior Note resets
semi-annually, the Interest Payment Date for this Senior Note will be the third
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Wednesday of each of two months of each year specified on the face hereof that
are six months apart; and if the rate of interest on this Senior Note resets
annually, the Interest Payment Date for this Senior Note will be the third
Wednesday of the month specified on the face hereof. If any Interest Payment
Date (unless it is also the Maturity Date) for this Senior Note falls on a day
that is not a Business Day, such Interest Payment Date will be postponed to the
next succeeding Business Day; provided, however, that if the Interest Rate Basis
specified on the face hereof is LIBOR and such next succeeding Business Day is
in the next succeeding calendar month, such Interest Payment Date (unless it is
also the Maturity Date) will be the immediately preceding Business Day. If any
Maturity Date or date of earlier redemption or repayment of this Senior Note
falls on a day that is not a Business Day, the related payment of interest shall
be made on the next succeeding Business Day with the same force and effect as if
made on the date such payment were due, and no interest shall accrue on the
amount so payable for the period from and after such Maturity Date or date of
earlier redemption or repayment. "Business Day" means any day other than a
Saturday, Sunday or a day on which banking institutions in The City of New York
or the City of Chicago, Illinois generally are authorized or obligated by law or
executive order to close, and with respect to Senior Notes with respect to which
the Interest Rate Basis specified on the face hereof is LIBOR, any day on which
dealings in U.S. dollars are transacted in the London interbank market (a
"London Business Day").
This Senior Note will not be subject to any sinking fund. If so provided on
the face of this Senior Note, this Senior Note may be redeemed by the Bank on
and after the Initial Redemption Date, if any, specified on the face hereof. If
no Initial Redemption Date is specified on the face hereof, this Senior Note may
not be redeemed prior to the Maturity Date. On and after the Initial Redemption
Date, if any, this Senior Note may be redeemed at any time either in whole or in
part from time to time in increments of $1,000 (provided that any remaining
principal amount hereof shall be at least $250,000) at the option of the Bank at
the applicable Redemption Price (as defined below), together with accrued and
unpaid interest hereon at the applicable rate borne by this Senior Note to the
date of redemption (each such date, a "Redemption Date"), on written notice
given not more than 60 nor less than 30 calendar days prior to the Redemption
Date by the Bank to the
registered holder hereof. Whenever less than all the Senior Notes at any time
outstanding are to be redeemed, the terms of the Senior Notes to be so redeemed
shall be selected by the Bank. If less than all the Senior Notes with identical
terms at any time outstanding are to be redeemed, the Senior Notes to be so
redeemed shall be selected by the Paying Agent by lot or in any usual manner
approved by it. In the event of redemption of this Senior Note in part only, a
new Senior Note for the unredeemed portion hereof shall be issued in the name of
the holder hereof upon the surrender hereof.
The "Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof of the principal amount of this Senior Note to be
redeemed and shall decline at each anniversary of the Initial Redemption Date
specified on the face hereof by the Annual Redemption Percentage Reduction, if
any, specified on the face hereof, of the principal amount to be redeemed until
the Redemption Price is 100% of such principal amount.
This Senior Note may be subject to repayment at the option of the holder
hereof in accordance with the terms hereof on the Holder's Optional Repayment
Date(s), if any, specified on the face hereof. If no Holder's Optional Repayment
Date is specified on the face hereof, this Senior Note will not be so repayable
at the option of the holder hereof prior to maturity. On any Holder's Optional
Repayment Date, this Senior Note will be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal amount hereof will
be at least $250,000) at the option of the holder hereof at a repayment price
equal to 100% of the principal amount to be repaid, together with accrued and
unpaid interest hereon payable to the date of repayment. For this Senior Note to
be repaid in whole or in part at the option of the holder hereof on a Holder's
Optional Repayment Date, this Senior Note must be given, with the form entitled
"Option to Elect Repayment" below duly completed, to the Paying Agent at its
offices located at 50 South LaSalle Street (Level BB-A), Chicago, Illinois
60675, Attention: Securities Services, or at such address which the Bank shall
from time to time notify the holders of the Senior Notes, not more than 60 nor
less than 30 days prior to such Holder's Optional Repayment Date. Exercise of
such repayment option by the holder hereof shall be irrevocable.
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The rate of interest on this Senior Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (each such period, an "Interest
Reset Period" for this Senior Note, and the first calendar day of an Interest
Reset Period, an "Interest Reset Date"), as specified on the face hereof. Unless
otherwise indicated on the face hereof, if this Senior Note resets daily, the
Interest Reset Date will be each Business Day; if this Senior Note resets weekly
and the Interest Rate Basis is not the Treasury Rate, the Interest Reset Date
will be the Wednesday of each week; if this Senior Note resets weekly and the
Interest Rate Basis is the Treasury Rate, the Interest Reset Date will be the
Tuesday of each week (except as provided below); if this Senior Note resets
monthly, the Interest Reset Date will be the third Wednesday of each month; if
this Senior Note resets quarterly, the Interest Reset Date will be the third
Wednesday of March, June, September and December; if this Senior Note resets
semi-annually, the Interest Reset Date will be the third Wednesday of each of
two months of each year that are six months apart, as specified on the face
hereof; and if this Senior Note resets annually, the Interest Reset Date will be
the third Wednesday of one month of each year, as specified on the face hereof;
provided, however, that the base rate in effect from the Original Issue Date to
the first Interest Reset Date will be the Initial Base Rate specified on the
face hereof. If any Interest Reset Date with respect to this Senior Note would
otherwise be a day that is not a Business Day, such Interest Reset Date will be
the next succeeding Business Day, except that in the case that the Interest Rate
Basis specified on the face hereof is LIBOR, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date will be the immediately
preceding Business Day.
All calculations relating to this Senior Note will be made by the
"Calculation Agent." The Bank will serve as Calculation Agent for this Senior
Note as of its Original Issue Date, unless otherwise specified on the face
hereof. The Bank may appoint a different institution to serve as Calculation
Agent from time to time after the Original Issue Date of this Senior Note
without the consent of the holder and without notice.
The Calculation Agent will determine the interest rate that takes effect on
an Interest Reset Date by reference to the Interest Determination Date. Unless
otherwise specified on the face hereof, (i) if the Interest Rate Basis is not
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LIBOR or the Treasury Rate, the Interest Determination Date will be the second
Business Day before the Interest Reset Date; (ii) if the Interest Rate Basis is
LIBOR, the Interest Determination Date will be the second London Business Day
(as defined below) preceding the Interest Reset Date; and (iii) if the Interest
Rate Basis is the Treasury Rate, the Interest Determination Date will be the day
of the week in which the Interest Reset Date falls on which treasury bills -
i.e., direct obligations of the U.S. government - would normally be auctioned.
Treasury bills are usually sold at auction on the Monday of each week, unless
that day is a legal holiday, in which case the auction is usually held on the
following Tuesday but may be held on the preceding Friday. If as the result of a
legal holiday an auction is held on the preceding Friday, that Friday will be
the Treasury Interest Determination Date relating to the Interest Reset Date
occurring in the next succeeding week. If the auction is held on a day that
would otherwise be an Interest Reset Date, then the Interest Reset Date will
instead be the first Business Day following the auction date.
Unless the Interest Rate is LIBOR, the Calculation Agent will calculate the
interest rate that takes effect on a particular Interest Reset Date no later
than the corresponding Interest Calculation Date. The Interest Calculation Date
will be the earlier of (i) the tenth calendar day after the Interest
Determination Date or, if that tenth calendar day is not a Business Day, the
next succeeding Business Day, and (ii) the Business Day immediately preceding
the Interest Payment Date or the Maturity Date on which the next payment of
interest will be due. The Calculation Agent need not wait until the relevant
Interest Calculation Date to determine the interest rate if the rate information
it needs to make the determination is available from the relevant sources
sooner.
For each Interest Reset Period, the Calculation Agent will calculate the
amount of accrued interest by multiplying the face amount of this Senior Note by
an accrued interest factor for the Interest Reset Period. This factor will equal
the sum of the interest factors calculated for each day during the Interest
Reset Period. The interest factor for each day will be expressed as a decimal
and will be calculated by dividing the interest rate (also expressed as a
decimal) applicable to that day (i) by 360, if the Interest Rate Basis is the
Commercial Paper Rate, the Prime Rate, LIBOR, the CD Rate or the Federal Funds
Rate, or (ii) by the actual number
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of days in the year, if the Interest Rate Basis is the Treasury Rate or the CMT
Rate.
Upon the request of the holder of this Senior Note, the Calculation Agent
will provide such holder with the interest rate then in effect for this Senior
Note and, if determined, the interest rate that will become effective on the
next Interest Reset Date. The Calculation Agent's determination of any interest
rate, and its calculation of the amount of interest for any Interest Reset
Period, will be final and binding in the absence of manifest error.
All percentages resulting from any calculation relating to this Senior Note
will be rounded upward or downward, as appropriate, to the next higher or lower
one hundred-thousandth of a percentage point. For example, 9.876541% (or
.09876541) would be rounded down to 9.87654% (or .0987654) and 9.876545% (or
.09876545) would be rounded up to 9.87655% (or .0987655). All amounts used in or
resulting from any calculation relating to this Senior Note will be rounded
upward or downward, as appropriate, to the nearest cent, with one-half cent or
more being rounded upward.
In determining the Base Rate that applies this Senior Note during a
particular Interest Reset Period, the Calculation Agent may obtain rate quotes
from various banks or dealers active in the relevant market, as described in the
following subsections. Those reference banks and dealers may include the
Calculation Agent itself, including the Bank, and its affiliates.
Except as otherwise provided herein, the rate of interest on this Senior
Note for each Interest Reset Date will be the rate determined in accordance with
the provisions set forth under the applicable heading below corresponding to the
Interest Rate Basis specified on the face hereof. Notwithstanding the foregoing,
the interest rate hereon shall not be greater than the Maximum Interest Rate, if
any, specified on the face hereof and shall not be lower than the Minimum
Interest Rate, if any, specified on the face hereof. In addition, the interest
rate hereon will in no event be greater than the maximum rate permitted by
Illinois law, as the same may be modified by United States law of general
application.
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Commercial Paper Rate. If the Interest Rate Basis of this Senior Note is
---------------------
the Commercial Paper Rate, this Senior Note will bear interest at a Base Rate
equal to the Commercial Paper Rate, as adjusted by the Spread or Spread
Multiplier, if any, specified on the face hereof.
The Commercial Paper Rate will be the Money Market Yield (as defined below)
of the rate, for the relevant Interest Determination Date, for commercial paper
having the Index Maturity (as defined below) specified on the face of this
Senior Note, as published in H.15(519) (as defined below) under the heading
"Commercial Paper -- Nonfinancial." If the Commercial Paper Rate cannot be
determined as described above, the following procedures will apply:
(i) If the rate described above does not appear in H.15(519) at 3:00
P.M., New York City time, on the relevant Interest Calculation Date (unless
the calculation is made earlier and the rate is available from that source
at that time), then the Commercial Paper Rate will be the rate, for the
relevant Interest Determination Date, for commercial paper having the Index
Maturity specified on the face of this Senior Note, as published in H.15
Daily Update (as defined below) or another recognized electronic source
used for displaying that rate, under the heading "Commercial Paper --
Nonfinancial."
(ii) If the rate described above does not appear in H.15(519), H.15
Daily Update or another recognized electronic source at 3:00 P.M., New York
City time, on the relevant Interest Calculation Date (unless the
calculation is made earlier and the rate is available from one of those
sources at that time), the Commercial Paper Rate will be the Money Market
Yield of the arithmetic mean of the offered rates, as of 11:00 A.M., New
York City time, on the relevant Interest Determination Date, by three
leading U.S. dollar commercial paper dealers in New York City selected by
the Calculation Agent for U.S. dollar commercial paper that has the
relevant Index Maturity and is placed for an industrial issuer whose bond
rating is "AA", or the equivalent, from a nationally recognized rating
agency.
(iii) If fewer than three dealers selected by the Calculation Agent
are quoting as described above, the
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Commercial Paper Rate for the new Interest Reset Period will be the rate in
effect for the prior Interest Reset Period.
LIBOR. If the Interest Rate Basis of this Senior Note is LIBOR, this Senior
-----
Note will bear interest at a Base Rate equal to LIBOR, as adjusted by the Spread
or Spread Multiplier, if any, specified on the face hereof. LIBOR will be the
London interbank offered rate for deposits of U.S. dollars. LIBOR will be either
(a) the offered rate appearing on the Telerate LIBOR Page (as defined below) or
(b) the arithmetic mean of the offered rates appearing on the Reuters screen
LIBOR Page (as defined below), unless that page by its terms cites only one
rate, in which case that rate; in either case, as of 11:00 A.M., London time, on
the relevant LIBOR Interest Determination Date, for deposits of U.S. dollars
having the relevant Index Maturity beginning on the relevant Interest Reset
Date. If no reference page is specified on the face of this Senior Note, the
Telerate LIBOR Page will apply. If LIBOR cannot be determined in this manner,
the following procedures will apply:
(i) If the Telerate LIBOR Page applies and the rate described above
does not appear on that page, or if the Reuters Screen LIBOR Page applies
and fewer than two of the rates described above appear on that page or no
rate appears on any page on which only one rate normally appears, then
LIBOR will be determined on the basis of the rates, at approximately 11:00
A.M., London time, on the relevant LIBOR Interest Determination Date, at
which deposits of U.S. dollars having the relevant Index Maturity,
beginning on the relevant Interest Reset Date and in a Representative
Amount (as defined below) are offered to prime banks in the London
interbank market by four major banks in that market selected by the
Calculation Agent. The Calculation Agent will request the principal London
office of each of these banks to provide a quotation of its rate. If at
least two quotations are provided, LIBOR for the relevant LIBOR Interest
Determination Date will be the arithmetic mean of the quotations.
(ii) If fewer than two quotations are provided as described above,
LIBOR for the relevant LIBOR Interest Determination Date will be the
arithmetic mean of the rates for loans of U.S. dollars having the relevant
Index
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Maturity, beginning on the relevant Interest Reset Date and in a
Representative Amount to leading European banks quoted, at approximately
11:00 A.M., New York City time, on that LIBOR Interest Determination Date,
by three major banks in New York City selected by the Calculation Agent.
(iii) If fewer than three banks selected by the Calculation
Agent are quoting as described above, LIBOR for the new Interest Reset
Period will be the rate in effect for the prior Interest Reset Period.
Treasury Rate. If the Interest Rate Basis of this Senior Note is the
-------------
Treasury Rate, this Senior Note will bear interest at a Base Rate equal to the
Treasury Rate, as adjusted by the Spread or Spread Multiplier, if any, specified
on the face hereof.
The Treasury Rate will be the rate for the auction, on the relevant
Treasury Interest Determination Date, of treasury bills having the Index
Maturity specified in the on the face of this Senior Note, as that rate appears
on Telerate Page (as defined below) 56 or 57 under the heading "Investment
Rate." If the Treasury Rate cannot be determined in this manner, the following
procedures will apply:
(i) If the rate described above does not appear on either page at
3:00 P.M., New York City time, on the relevant Interest Calculation Date
(unless the calculation is made earlier and the rate is available from that
source at that time), the Treasury Rate will be the Bond Equivalent Yield
(as defined below) of the rate, for the relevant Interest Determination
Date, for the type of treasury bill described above, as published in H.15
Daily Update or another recognized electronic source used for displaying
that rate, under the heading "U.S. Government Securities/Treasury Bills
(Secondary Market)."
(ii) If the rate described in the prior paragraph does not appear in
H.15 Daily Update or another recognized electronic source at 3:00 P.M., New
York City time, on the relevant Interest Calculation Date (unless the
calculation is made earlier and the rate is available from one of those
sources at that time), the Treasury Rate will be the Bond Equivalent Yield
of the auction rate, for the relevant Treasury Interest Determination
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Date and for treasury bills of the kind described above, as announced by
the U.S. Department of the Treasury.
(iii) If the auction rate described in the prior paragraph is not so
announced by 3:00 P.M., New York City time, on the relevant Interest
Calculation Date, or if no such auction is held for the relevant week, then
the Treasury Rate will be the Bond Equivalent Yield of the rate, for the
relevant Treasury Interest Determination Date and for treasury bills having
a remaining maturity closest to the specified Index Maturity, as published
in H.15(519) under the heading "U.S. Government Securities/Treasury Bills
(Secondary Market)."
(iv) If the rate described in the prior paragraph does not appear in
H.15(519) at 3:00 P.M., New York City time, on the relevant Interest
Calculation Date (unless the calculation is made earlier and the rate is
available from one of those sources at that time), then the Treasury Rate
will be the rate, for the relevant Treasury Interest Determination Date and
for treasury bills having a remaining maturity closest to the specified
Index Maturity, as published in H.15 Daily Update or another recognized
electronic source used for displaying that rate, under the heading "U.S.
Government Securities/Treasury Bills (Secondary Market)."
(v) If the rate described in the prior paragraph does not appear in
H.15 Daily Update or another recognized electronic source at 3:00 P.M., New
York City time, on the relevant Interest Calculation Date (unless the
calculation is made earlier and the rate is available from one of those
sources at that time), the Treasury Rate will be the Bond Equivalent Yield
of the arithmetic mean of the secondary market bid rates as of
approximately 3:30 P.M., New York City time, on the relevant Treasury
Interest Determination Date, of three primary U.S. government securities
dealers in New York City selected by the Calculation Agent for the issue of
treasury bills with a remaining maturity closest to the specified Index
Maturity.
(vi) If fewer than three dealers selected by the Calculation Agent
are quoting as described in the prior paragraph, the Treasury Rate in
effect for the new
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Interest Reset Period will be the rate in effect for the prior Interest
Reset Period.
CMT Rate. If the Interest Rate Basis of this Senior Note is the CMT Rate,
--------
this Senior Note will bear interest at a Base Rate equal to the CMT Rate, as
adjusted by the Spread or Spread Multiplier, if any, specified on the face
hereof.
The CMT Rate will be the rate displayed on the Designated CMT Telerate Page
(as defined below) under the heading ". . . Treasury Constant Maturities . . .
Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.," under
the column for the Designated CMT Index Maturity (as defined below), as follows:
(a) if the Designated CMT Telerate Page is Telerate Page 7051, the rate for the
relevant Interest Determination Date, or (b) if the Designated CMT Telerate Page
is Telerate Page 7052, the weekly or monthly average, as specified on the face
of this Senior Note, for the week that ends immediately before the week in which
the relevant Interest Determination Date falls, or for the month that ends
immediately before the month in which the relevant Interest Determination Date
falls, as applicable. If the CMT Rate cannot be determined in this manner, the
following procedures will apply:
(i) If the applicable rate described above is not displayed on the
relevant Designated CMT Telerate Page at 3:00 P.M., New York City time, on
the relevant Interest Calculation Date (unless the calculation is made
earlier and the rate is available from that source at that time), then the
CMT Rate will be the applicable treasury constant maturity rate described
above -- that is, for the Designated CMT Index Maturity and for either the
relevant Interest Determination Date or the weekly or monthly average, as
applicable -- as published in H.15(519).
(ii) If the applicable rate described above does not appear in
H.15(519) at 3:00 P.M., New York City time, on the relevant Interest
Calculation Date (unless the calculation is made earlier and the rate is
available from one of those sources at that time), then the CMT Rate will
be the treasury constant maturity rate, or other U.S. treasury rate, for
the Designated CMT Index Maturity and with reference to the relevant
Interest Determination Date, that (a) is published by the Board of
Governors of the Federal Reserve System, or the U.S.
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Department of the Treasury, and (b) is determined by the Calculation Agent
to be comparable to the applicable rate formerly displayed on the
Designated CMT Telerate Page and published in H.15(519).
(iii) If the rate described in the prior paragraph does not appear at
3:00 P.M., New York City time, on the relevant Interest Calculation Date
(unless the calculation is made earlier and the rate is available from one
of those sources at that time), then the CMT Rate will be the yield to
maturity of the arithmetic mean of the offered rates, as of approximately
3:30 P.M., New York City time, on the relevant Interest Determination Date,
of three primary U.S. government securities dealers in New York City
selected by the Calculation Agent for the most recently issued treasury
notes having an original maturity of approximately the Designated CMT Index
Maturity and a remaining term to maturity of not less than the Designated
CMT Index Maturity minus one year, and in a Representative Amount. In
selecting these offered rates, the Calculation Agent will request
quotations from five of these primary dealers and will disregard the
highest quotation -- or, if there is equality, one of the highest -- and
the lowest quotation -- or, if there is equality, one of the lowest.
Treasury notes are direct, non-callable, fixed rate obligations of the U.S.
government.
(iv) If the Calculation Agent is unable to obtain three quotations of
the kind described in the prior paragraph, the CMT rate will be the yield
to maturity of the arithmetic mean of the offered rates, as of
approximately 3:30 P.M., New York City time, on the relevant Interest
Determination Date, of three primary U.S. government securities dealers in
New York City selected by the Calculation Agent for treasury notes with an
original maturity longer than the Designated CMT Index Maturity, with a
remaining term to maturity closest to the Designated CMT Index Maturity and
in a Representative Amount. In selecting these offered rates, the
Calculation Agent will request quotations from five of these primary
dealers and will disregard the highest quotation -- or, if there is
equality, one of the highest -- and the lowest quotation -- or, if there is
equality, one of the lowest. If two treasury notes with an original
maturity longer than the Designated CMT Index
-15-
Maturity have remaining terms to maturity that are equally close to the
Designated CMT Index Maturity, the Calculation Agent will obtain quotations
for the treasury note with the shorter remaining term to maturity.
(v) If fewer than five but more than two of these primary dealers are
quoting as described in the prior paragraph, then the CMT Rate for the
relevant Interest Determination Date will be based on the arithmetic mean
of the offered rates so obtained, and neither the highest nor the lowest of
those quotations will be disregarded.
(vi) If two or fewer primary dealers selected by the Calculation Agent
are quoting as described above, the CMT Rate in effect for the new Interest
Reset Period will be the rate in effect for the prior Interest Reset
Period.
CD Rate. If the Interest Rate Basis of this Senior Note is the CD Rate,
-------
this Senior Note will bear interest at a Base Rate equal to the CD Rate, as
adjusted by the Spread or Spread Multiplier, if any, specified on the face
hereof.
The CD Rate will be the rate, on the relevant Interest Determination Date,
for negotiable U.S. dollar certificates of deposit having the Index Maturity
specified on the face of this Senior Note, as published in H.15(519) under the
heading "CDs (Secondary Market)." If the CD Rate cannot be determined in this
manner, the following procedures will apply:
(i) If the rate described above does not appear in H.15(519) at 3:00
P.M., New York City time, on the relevant Interest Calculation Date (unless
the calculation is made earlier and the rate is available from that source
at that time), then the CD Rate will be the rate, for the relevant Interest
Determination Date, described above as published in H.15 Daily Update or
another recognized electronic source used for displaying that rate, under
the heading "CDs (Secondary Market)."
(ii) If the rate described above does not appear in H.15(519), H.15
Daily Update or another recognized electronic source at 3:00 P.M., New York
City time, on the relevant Interest Calculation Date (unless the
calculation is made earlier and the rate is available from one of those
sources at that time), the CD Rate will be the arithmetic mean of the rates
offered as of 10:00
-16-
A.M., New York City time, on the relevant Interest Determination Date, by
three leading nonbank dealers in negotiable U.S. dollar certificates of
deposit in New York City, as selected by the Calculation Agent for
negotiable U.S. dollar certificates of deposit of major U.S. money center
banks with a remaining maturity closest to the specified Index Maturity,
and in a Representative Amount.
(iii) If fewer than three dealers selected by the Calculation Agent
are quoting as described above, the CD Rate in effect for the new Interest
Reset Period will be the rate in effect for the prior Interest Reset
Period.
Federal Funds Rate. If the Interest Rate Basis of this Senior Note is the
------------------
Federal Funds Rate, this Senior Note will bear interest at a Base Rate equal to
the Federal Funds Rate, as adjusted by the Spread or Spread Multiplier, if any,
specified on the face hereof.
The Federal Funds Rate will be the rate for U.S. dollar federal funds on
the relevant Interest Determination Date, as published in H.15(519) under the
heading "Federal Funds (Effective)," as that rate is displayed on Telerate Page
120. If the Federal Funds Rate cannot be determined in this manner, the
following procedures will apply:
(i) If the rate described above is not displayed on Telerate Page
120 at 3:00 P.M., New York City time, on the relevant Interest Calculation
Date (unless the calculation is made earlier and the rate is available from
that source at that time), then the Federal Funds Rate, for the relevant
Interest Determination Date, will be the rate described above as published
in H.15 Daily Update or another recognized electronic source used for
displaying that rate, under the heading "Federal Funds (Effective)."
(ii) If the rate described above is not displayed on Telerate Page
120 and does not appear in H.15 Daily Update or another recognized
electronic source at 3:00 P.M., New York City time, on the relevant
Interest Calculation Date (unless the calculation is made earlier and the
rate is available from one of those sources at that time), the Federal
Funds Rate will be the arithmetic mean of the rates for the last
transaction in overnight,
-17-
U.S. dollar federal funds arranged, before 9:00 A.M., New York City time,
on the relevant Interest Determination Date, by three leading brokers of
U.S. dollar federal funds transactions in New York City selected by the
Calculation Agent.
(iii) If fewer than three brokers selected by the Calculation Agent
are quoting as described above, the Federal Funds Rate in effect for the
new Interest Reset Period will be the rate in effect for the prior Interest
Reset Period.
Prime Rate. If the Interest Rate Basis of this Senior Note is the Prime
----------
Rate, this Senior Note will bear interest at a Base Rate equal to the Prime
Rate, as adjusted by the Spread or Spread Multiplier, if any, specified on the
face hereof.
The Prime Rate will be the rate, for the relevant Interest Determination
Date, published in H.15(519) under the heading "Bank Prime Loan." If the Prime
Rate cannot be determined as described above, the following procedures will
apply.
(i) If the rate described above does not appear in H.15(519) at 3:00
P.M., New York City time, on the relevant Interest Calculation Date (unless
the calculation is made earlier and the rate is available from that source
at that time), then the Prime Rate will be the rate, for the relevant
Interest Determination Date, as published in H.15 Daily Update or another
recognized electronic source used for the purpose of displaying that rate,
under the heading "Bank Prime Loan."
(ii) If the rate described above does not appear in H.15(519), H.15
Daily Update or another recognized electronic source at 3:00 P.M., New York
City time, on the relevant Interest Calculation Date (unless the
calculation is made earlier and the rate is available from one of those
sources at that time), then the Prime Rate will be the arithmetic mean of
the rates of interest publicly announced by each bank appearing on the
Reuters Screen US PRIME 1 Page (as defined below) as that bank's prime rate
or base lending rate, as of 11:00 A.M., New York City time, on the relevant
Interest Determination Date.
-18-
(iii) If fewer than four of these rates appear on the Reuters Screen
US PRIME 1 Page, the Prime Rate will be the arithmetic mean of the prime
rates or base lending rates, as of the close of business on the relevant
Interest Determination Date, of three major banks in New York City selected
by the Calculation Agent. For this purpose, the Calculation Agent will use
rates quoted on the basis of the actual number of days in the year divided
by a 360-day year.
(iv) If fewer than three banks selected by the Calculation Agent are
quoting as described above, the Prime Rate for the new Interest Reset
Period will be the rate in effect for the prior Interest Reset Period.
Definitions of Terms Used in Interest Rate Bases. The terms listed below
------------------------------------------------
are defined as follows:
"Bond Equivalent Yield" means a yield expressed as a percentage and
calculated in accordance with the following formula:
D x N x 100
---------------
360 - (D x M)
where (i) "D" means the annual rate for treasury bills quoted on a bank discount
basis and expressed as a decimal, (ii) "N" means the number of days in the year,
365 or 366, as the case may be, and (iii) "M" means the actual number of days in
the applicable Interest Reset Period.
"Business Day" means, for purposes of calculating interest on this Senior
Note, a day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is not
a day on which banking institutions in New York City generally are authorized or
obligated by law, regulation or executive order to close and, if the Interest
Rate Basis specified on the face hereof is LIBOR, is also a London Business Day.
"Designated CMT Index Maturity" means the Index Maturity for a Note having
as its Interest Rate Basis the CMT Rate and will be the original period to
maturity of a U.S. treasury security -- either 1, 2, 3, 5, 7, 10, 20 or 30 years
- -- specified in the applicable pricing supplement. If no such original maturity
period is so specified, the Designated CMT Index Maturity will be 2 years.
-19-
"Designated CMT Telerate Page" means the Telerate Page specified on the
face of this Senior Note (if the Interest Rate Basis is the CMT Rate) that
displays treasury constant maturities as reported in H.15(519). If no Telerate
Page is so specified, then the applicable page will be Telerate Page 7052. If
Telerate Page 7052 applies but this Senior Note does not specify whether the
weekly or monthly average applies, the weekly average will apply.
"H.15(519)" means the weekly statistical release entitled "Statistical
Release H.15 (519)," or any successor publication, published by the Board of
Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519) available through
the world wide web site of the Board of Governors of the Federal Reserve System,
at http://www.federalreserve.gov/releases/h15/update or any successor site or
publication.
"Index Maturity" means the period to maturity of the instrument or
obligation on which the interest rate formula is based, as specified on the face
of this Senior Note.
"London Business Day" means any day on which dealings in U.S. dollars are
transacted in the London interbank market.
"Money Market Yield" means a yield expressed as a percentage and calculated
in accordance with the following formula:
D x 360 x 100
---------------
360 - (D x M)
where (a) "D" means the annual rate for commercial paper quoted on a bank
discount basis and expressed as a decimal, and (b) "M" means the actual number
of days in the relevant Interest Reset Period.
"Representative Amount" means an amount that, in the Calculation Agent's
judgment, is representative of a single transaction in the relevant market at
the relevant time.
"Reuters Screen LIBOR Page" means the display on the Reuters Monitor Money
Rates Service, or any successor service, on the page designated as "LIBO" or any
replacement page or
-20-
pages on which London interbank rates of major banks for U.S. dollars are
displayed.
"Reuters Screen US PRIME 1 Page" means the display on the "US PRIME 1" page
on the Reuters Monitor Money Rates Service, or any successor service, or any
replacement page or pages on that service, for the purpose of displaying prime
rates or base lending rates of major U.S. banks.
"Telerate LIBOR Page" means Telerate Page 3750 or any replacement page or
pages on which London interbank rates of major banks for U.S. dollars are
displayed.
"Telerate Page" means the display on Bridge Telerate, Inc., or any
successor service, on the page or pages specified in a Senior Note, or any
replacement page or pages on that service.
References to particular headings on pages designated by the following
terms include any successor or replacement heading or headings as determined by
the Calculation Agent: CMT Telerate Page, H.15(519), H.15 Daily Update, Reuters
Screen LIBOR Page, Reuters Screen US PRIME 1 Page, Telerate LIBOR Page or
Telerate Page.
If this Senior Note is an Original Issue Discount Note and if an Event of
Default with respect to the Senior Notes shall have occurred and be continuing,
the Default Amount (as defined hereafter) of this Senior Note may be declared
due and payable in the manner and with the effect provided herein. The "Default
Amount" shall be equal to the adjusted issue price as of the first day of the
accrual period as determined under Treasury Regulation Section 1.1275-1(b) (or
successor regulation) under the United States Internal Revenue Code of 1986, as
amended, in which the date of acceleration occurs increased by the daily portion
of the original issue discount for each day in such accrual period ending on the
date of acceleration, as determined under Treasury Regulation Section
1.1275-1(b) (or successor regulation) under the United States Internal Revenue
Code of 1986, as amended. Upon payment of (i) the amount of principal or
premium, if any, so declared due and payable and (ii) interest on any overdue
principal and overdue interest or premium, if any (in each case to the extent
that the payment of such interest shall be legally enforceable), all of the
Bank's obligations in respect of the
-21-
payment of the principal of, and interest or premium, if any, on, this Senior
Note shall terminate.
In case any Senior Note shall at any time become mutilated, destroyed, lost
or stolen and such Senior Note or evidence satisfactory to the Bank of the loss,
theft or destruction thereof (together with indemnity satisfactory to the Bank
and such other documents or proof as may be required in the premises) shall be
delivered to the Bank, a new Senior Note of like tenor will be issued by the
Bank in exchange for the Senior Note so mutilated, or in lieu of the Senior Note
so destroyed or lost or stolen. All expenses and reasonable charges associated
with procuring the indemnity referred to above and with the preparation,
authentication and delivery of a new Senior Note shall be borne by the holder of
the Senior Note so mutilated, destroyed, lost or stolen. If any Senior Note
which has matured or is about to mature shall become mutilated, destroyed, lost
or stolen, the Bank may, instead of issuing a substitute Senior Note, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Senior Note) upon compliance by the holder thereof with the
provisions of this paragraph.
No recourse shall be had for the payment of the principal of, premium, if
any, or interest on, this Senior Note, for any claim based hereon, or otherwise
in respect hereof, against any shareholder, employee, officer or director, as
such, past, present or future, of the Bank or of any successor corporation,
either directly or through the Bank or any successor corporation, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.
The occurrence of any of the following events shall constitute an "Event of
Default" with respect to this Senior Note: (i) default in the payment of any
interest with respect to this Senior Note when due, which continues for 30 days;
(ii) default in the payment of any principal of, or premium, if any, on, this
Senior Note when due; (iii) the entry by a court having jurisdiction in the
premises of (a) a decree or order for relief in respect of the Bank in an
involuntary case or proceeding under any applicable United States federal or
state bankruptcy, insolvency, reorganization or other similar law or (b) a
decree or order appointing a conservator,
-22-
receiver, liquidator, assignee, trustee, sequestrator or any other similar
official of the Bank, or of substantially all of the property of the Bank, or
ordering the winding up or liquidation of the affairs of the Bank, and the
continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 60 consecutive days; or (iv) the
commencement by the Bank of a voluntary case or proceeding under any applicable
United States federal or state bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated as bankrupt or
insolvent, or the consent by the Bank to the entry of a decree or order for
relief in an involuntary case or proceeding under any applicable United States
federal or state bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding, or the
filing by the Bank of a petition or answer or consent seeking reorganization or
relief under any applicable United States federal or state law, or the consent
by the Bank to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or similar official of the Bank or of substantially all of the property of the
Bank, or the making by the Bank of an assignment for the benefit of creditors,
or the taking of corporate action by the Bank in furtherance of any such action.
If an Event of Default shall occur and be continuing, the holder of this Senior
Note may declare the principal amount of, and accrued interest and premium, if
any, on, this Senior Note due and payable immediately by written notice to the
Bank. Upon such declaration and notice, such principal amount, accrued interest
and premium, if any, shall become due and payable seven calendar days after such
notice. Any Event of Default with respect to this Senior Note may be waived by
the holder hereof.
No provision of this Senior Note shall alter or impair the obligation of
the Bank, which is absolute and unconditional, to pay the principal, and
premium, if any, and interest on, this Senior Note in U.S. dollars at the times,
places and rate herein prescribed.
The Bank shall cause to be kept at the corporate trust office of the Senior
Note Registrar designated below a register (the register maintained in such
corporate trust office or any other office or agency of the Bank in the Place of
Payment herein referred to as the "Senior Note Register")
-23-
in which, subject to such reasonable regulations as it may prescribe, the Bank
shall provide for the registration of the Senior Notes and of transfers of the
Senior Notes. The Bank is hereby initially appointed "Senior Note Registrar" for
the purposes of registering the Senior Notes and transfers of the Senior Notes
as herein provided.
The transfer of this Senior Note is registrable in the Senior Note
Register, upon surrender of this Senior Note for registration of transfer at the
office or agency of the Bank in the Place of Payment, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Bank
and the Paying Agent duly executed by, the holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Senior Notes of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees. Notwithstanding the
foregoing, the Bank shall not be required to register the transfer of any Senior
Note that has been called for redemption during a period beginning at the
opening of business fifteen calendar days before the date of mailing of a notice
of such redemption and ending at the close of business on the date of such
mailing.
No service charge shall be made for any such registration of transfer or
exchange, but the Bank may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.
The Senior Notes are issuable only in registered form without coupons in
minimum denominations of $250,000 and any integral multiple of $1,000 in excess
thereof. Each owner of a beneficial interest in this Senior Note is required to
hold a beneficial interest in $250,000 principal amount or any integral multiple
of $1,000 in excess thereof of this Senior Note at all times.
Prior to due presentment of this Senior Note for registration of transfer,
the Bank, the Paying Agent or any agent of the Bank or the Paying Agent may
treat the person in whose name this Senior Note is registered as the owner
hereof for all purposes, whether or not this Senior Note be overdue, and neither
the Bank, the Paying Agent nor any such agent shall be affected by notice to the
contrary.
-24-
All notices to the Bank under this Senior Note shall be in writing and
addressed to the Bank at 50 South LaSalle Street, Chicago, Illinois 60675, or to
such other address of the Bank as the Bank may notify the holders of the Senior
Notes.
This Senior Note shall be governed by, and construed in accordance with,
the laws of the State of Illinois.
IN WITNESS WHEREOF, the Bank has caused this instrument to be duly
executed.
THE NORTHERN TRUST COMPANY
By:__________________________
Authorized Signatory
-25-
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of the within Senior Note, shall be construed as though they were written out in
full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ____________ Custodian ____________
(Cust) (Minor)
under Uniform Gifts to Minors Act
_________________________________
(State)
Additional abbreviations may also be used
though not in the above list.
ASSIGNMENT
FOR VALVE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
-------------------------
-------------------------
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address,
including postal zip code, of assignee)
________________________________________________________________________________
the within Senior Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
to transfer said Senior Note on the books of the Bank, with full power of
substitution in the premises.
Dated:_________________________
________________________________
NOTICE: The signature to this
assignment must correspond
with the name as written upon
the face of the within Senior
Note in every particular,
without alteration or
enlargement or any change
whatsoever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Bank to
repay this Senior Note (or portion hereof specified below) pursuant to its terms
and at a price equal to 100% of the principal amount hereof to be repaid,
together with accrued and unpaid interest hereon, payable to the date of
repayment, to the undersigned, at ______________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Senior Note to be repaid, the undersigned must give to the Paying
Agent at its offices located at 50 South LaSalle Street (Level BB-A), Chicago,
Illinois 60675, Attention: Securities Services, or at such other place or places
of which the Bank shall from time to time notify the holders of the Senior
Notes, not more than 60 days nor less than 30 days prior to the date of
repayment, this Senior Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Senior Note is to be
repaid, specify the portion hereof (which shall be increments of $1,000) which
the holder elects to have repaid and specify the denomination or denominations
(which shall be $250,000 or an integral multiple of $1,000 in excess thereof) of
the Senior Notes to be issued to the holder for the portion of this Senior Note
not being repaid (in the absence of any such specification, one such Senior Note
will be issued for the portion not being repaid):
$_____________
Dated:________ ________________________________
NOTICE: The signature on this
"Option to Elect Repayment"
form must correspond with the
name as written upon the face
of the within Senior Note in
every particular, without
alteration or enlargement
or any change whatsoever.